Common use of CLAIMS OF THIRD PARTIES Clause in Contracts

CLAIMS OF THIRD PARTIES. If, on or before the Additional Payment Date, a claim for indemnification arises out of a claim by a third party, including without limitation any governmental agency, body or authority (a "Third Party Claim") then, in the Notice of Claim, the Buyer shall state in reasonable detail the nature of the claim and specific provisions of the Agreement which have been breached (if applicable). Such notice shall be given in accordance with Section 10.2 above and shall specify whether the Buyer intends to defend the claim. If the claim has resulted in the commencement of litigation, the Buyer shall take all necessary legal steps to preserve the legal rights of the Seller until such time as the Seller is able to assume or participate in the defense of the litigation. If the Buyer elects to defend the claim, the Seller shall have the right to participate in the defense of the claim. If the Buyer does not elect to defend the claim, the Seller shall have the obligation to defend the claim but only to the extent of the limitation on indemnification set forth in Section 10.6 (with the Buyer having the obligation thereafter) and every attorneys' fee, loss, cost and expense shall be advanced by Buyer and charged against the Additional Payment and the Buyer shall have the right to participate in such defense and hereby agrees to cooperate with the Seller and make available to it or its counsel all records and other material reasonably required to defend the claim. If the Buyer is defending the claim, the Seller shall be given written notice of any bona fide settlement offers received with respect to the claim. Within 5 days of receipt of such offer, the Seller may elect in writing to accept the settlement offer. If the Seller wishes to accept such settlement offer, then the claim shall be subject to a maximum indemnification in the amount of the settlement offer and the right to such indemnification of the Buyer shall be deemed established in such amount. So long as the Seller may continue to have liability for such claim, the Buyer shall not have the right to settle such claim without the prior written consent of the Seller. So long as a Third-Party Claim is pending, the Buyer shall hold in abeyance its claim for indemnification. If a settlement is reached which results in any liability on the part of the Seller, or if a judgment is rendered against the Buyer which is not properly appealed or appealable, then the Buyer shall be entitled to assert its claim for indemnification. Each party shall be responsible for its own costs and expenses including legal fees incurred in defending such Third Party Claim, except that the Seller shall pay the reasonable attorneys' fees: (a) for taking legal actions necessary to preserve the legal rights of the Seller in connection with defending the claim of the Buyer; and (b) which are found to be indemnifiable under this Agreement. Notwithstanding anything in this Agreement to the contrary, the extent of Seller's indemnification hereunder (including legal fees and costs associated with any Third-Party Claim) shall not exceed the limitation on indemnification set forth in Section 10.6, as said amount is reduced by any prior Established Damages.

CLAIMS OF THIRD PARTIES. If, on or before the Additional Payment Date, If a claim for indemnification arises out of a claim by a third party, including without limitation any governmental agency, body or authority authority, (a "Third Party Claim") then, in the Notice of Claim, the Buyer Indemnitee shall state in reasonable detail the nature of the claim and specific provisions of the Agreement which have been breached (if applicable)basis for asserting such claim. Such notice shall be given in accordance with Section 10.2 9.3 above and shall specify whether the Buyer Indemnitee intends to defend the claim. If the claim has resulted in the commencement of litigation, the Buyer Indemnitee shall take all necessary legal steps to preserve the legal rights of the Seller Indemnitor until such time as the Seller Indemnitor is able to assume or participate in the defense of the litigation. If the Buyer Indemnitee elects to defend the claim, the Seller Indemnitor shall have the right to participate in the defense of the claim. If the Buyer Indemnitee does not elect to defend the claim, the Seller Indemnitor shall have the obligation to defend the claim but only to the extent of the limitation on indemnification set forth in Section 10.6 (with the Buyer having the obligation thereafter) and every attorneys' fee, loss, cost and expense shall be advanced by Buyer and charged against the Additional Payment and the Buyer Indemnitee shall have the right to participate in such defense and hereby agrees to cooperate with the Seller Indemnitor and make available to it or its counsel all records and other material reasonably required to defend the claim. If the Buyer Indemnitee is defending the claim, the Seller Indemnitor shall be given written notice of any bona fide settlement offers received with respect to the claim. Within 5 twenty (20) days of receipt of such offer, the Seller Indemnitor may elect in writing to accept the settlement offer. If the Seller Indemnitor wishes to accept such settlement offeroffer and the Indemnitee does not, then the claim such Third Party Claim shall be subject to a maximum indemnification in the amount of the settlement offer and the right to such indemnification of the Buyer Indemnitee shall be deemed established in such amount. So long as the Seller Indemnitor may continue to have liability for such claim, the Buyer Indemnitee shall not have the right to settle such claim without the prior written consent of the SellerIndemnitor. So long as a Third-Party Claim is pending, the Buyer Indemnitee shall hold in abeyance its claim for indemnification. If a settlement is reached which results in any liability on the part of the SellerIndemnitor, or if a judgment is rendered against the Buyer Indemnitee which is not properly appealed or appealable, then the Buyer Indemnitee shall be entitled to assert its claim for indemnification. Each party shall be responsible for its own costs and expenses including legal fees incurred in investigating and defending such Third Party Claim, except that the Seller Indemnitor shall pay the reasonable attorneys' fees: (a) for taking legal actions necessary to preserve the legal rights of the Seller Indemnitor in connection with defending the claim of the BuyerIndemnitee; and (b) which are found to be indemnifiable under this Agreement. Notwithstanding anything in this Agreement to the contrary, the extent of Seller's indemnification hereunder (including legal fees and costs associated with any Third-Party Claim) shall not exceed the limitation on indemnification set forth in Section 10.6, as said amount is reduced by any prior Established Damages.